Altria Could Receive a Multi-Billion Dollar Payoff

Shares of Altria (NYSE: MO) have been on a roll during the past few months, and for good reason, since Altria could be about to receive a game-changing payoff as SABMiller (NASDAQOTH: SBMRY) once again becomes a bid target.

The holdingAltria has held a share of SAB for decades, and actually the holding was in place before Altria came into existence. Indeed, before Philip Morris International and Altria split, Philip Morris owned Miller Brewing, which South African Breweries bought for $5.6 billion in stock and assumed debt at the end of May 2002. This transaction created the SABMiller we know today .

At the time of the deal, Philip Morris, which also owned the majority of Kraft, received 430 million SAB shares, or around 36% of the new SAB, along with 25% of voting rights and three director seats on SAB's board.

Altria acquired its other alcohol interest, Ste. Michelle Wine Estates, when the company bought out smokeless tobacco maker UST Inc in early 2009 .

Since the initial transaction, Altria's stake in SAB has dropped to around 27.1% as dilution has had an effect over the years. SAB has acquired almost 50 companies in the last decade, which would explain some of the dilution.

Today, the SAB stake is worth approximately $25 billion and chucked out an income of $991 million for fiscal 2013. But Altria could be set to receive a huge payoff for this stake.

Plenty of chatterFor around a decade now, the City of London has been filled with chatter that SAB could soon receive a takeover bid. SAB's suitor can be none other than larger peer Anheuser-Busch InBev due to the size of the deal.

With a market capitalization of just under £54 billion, or $92 billion, only A-B Inbev, with a market cap of €135 billion, or $183 billion, would be able to stump up the cash for the bid .

Rumors suggest that A-B Inbev could pay a 30% premium for SAB's shares for a buyout price of around $120 billion, (Altria itself is only worth $84.6 billion at present) and Altria would be entitled to $35.5 billion of this -- before taxes.

A deal of this kind would undoubtedly be a game-changer for Altria. However, other rumors circling the city imply that SAB could be in talks to merge with the world's largest spirit maker, Diageo (NYSE: DEO) .

Poison pillSAB wants to remain independent, so according to some market commentators the brewer is now contemplating a tie-up with Diageo, which would give SAB access to Diageo's prized Guinness beer business and avoid a takeover by A-B Inbev.

Analysts at Barclays estimate that a tie-up of the two beverage giants would create a $170 billion business with annual free cash flow of approximately $8.5 billion. What's more, the combined group could save more than $700 million per annum by combining its global distribution networks.

Of course, this deal would also be extremely lucrative for Altria, possibly more so than the outright acquisition of SAB by A-B Inbev due to the tax implications involved .

As of yet, it is not clear how much of the SAB-Diageo combination Altria would own, although Altria's income from the duo would surge. I should say as well that these are only rumors at present.

Bottom line So all in all, there are now plenty of rumors that SAB could be about to spring into action. The two options are a buyout or a merger with Diageo, and both would result in a huge payoff for Altria.

The best course of action would be for SAB and Diageo to merge, as this would create a gigantic alcoholic beverage producer and the value of Altria's holding in the entity would skyrocket. On the other hand, a buyout by A-B Inbev would mean that Altria would receive a chunk of cash, but the tax implications would be concerning.

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